Coach 2013 Annual Report Download - page 500

(d) Subject to the terms and provisions of the Agreement and these Purchase Option Terms, title to the Premises to be sold,
assigned and conveyed by Optionor to Optionee hereunder shall be subject only to Permitted Exceptions;
(e) All Leases shall have expired or terminated and all tenants or other occupants thereunder shall have vacated the
premises demised thereunder and Optionor shall have delivered evidence to Optionee thereof (to the extent applicable); and
(f) Optionor shall have delivered evidence to Optionee that all service, brokerage, maintenance, supply and other
agreements applicable to the Premises (including all modifications and amendments thereof and supplements thereto, each a “ Contract” and collectively the
“Contracts”) have expired or terminated or will expire or terminate on or prior to the Purchase Closing Date.
(iii) If Optionor is unable to timely satisfy the conditions precedent to Optionee’s obligation to effect the Purchase Closing (and such
failure of condition precedent is not the result of Optionor’s default hereunder), then (a) Optionor may, if it so elects and without any abatement in the Purchase
Price, adjourn the scheduled Purchase Closing Date for a period or periods not to exceed sixty (60) days in the aggregate to cause such condition precedent to be
satisfied and (b) if, after any such extension, the conditions precedent to Optionee’s obligation to effect the Purchase Closing continue to not be satisfied (and
Optionee has not waived the same in writing) or Optionor does not elect such extension, then Optionee shall be entitled to terminate the Agreement as to the
transaction that is the subject of the applicable Purchase Option Notice by notice thereof to Optionor. If Optionee elects to so terminate the Agreement, then the
Deposit shall be promptly returned to Optionee (and Optionor shall so instruct Escrow Agent), whereupon this Agreement shall terminate as to the transaction
that is the subject of the applicable Purchase Option Notice and neither party shall have any further rights or obligations hereunder with respect thereto except
those expressly stated to survive such termination. If the provisions of clause (b) of this Section 11(iii) would be applicable, except that such failure of
condition precedent is the result of Optionor’s default, then the provisions of Section 9 of the Agreement shall govern.
12. Optionee Defaults. If (i) Optionee defaults or shall fail or refuse to perform any of its obligations to be performed on the Purchase Closing
Date, or (ii) Optionee defaults or shall fail or refuse to perform any of its obligations to be performed prior to the Purchase Closing Date and, with respect to
this clause (ii) only, such default, failure or refusal continues for ten (10) Business Days after notice to Optionee, the parties hereto agree that Optionor’s sole
remedy shall be to terminate the Agreement as to the transaction that is the subject of the applicable Purchase Option Notice and receive and retain the Deposit
(and all interest earned thereon) as liquidated damages, it being expressly understood and agreed that in the event of Optionee’s default, Optionor’s damages
would be impossible to ascertain and that the Deposit constitutes a fair and reasonable amount of compensation in such event. Upon such termination, neither
party to the Agreement shall have any further rights or obligations hereunder with respect thereto except that: (a) Escrow Agent shall deliver to Optionor and
Optionor shall have the right to retain the Deposit (and all interest earned thereon) as liquidated damages; and (b) the obligations which expressly survive such
termination shall survive and continue to bind Optionee and Optionor in accordance with the express provisions hereof.
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